Skip to Content

SEC Filings

SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017
Entire Document

Execution Version



6.6       Notices.


(a)       From the effective date to the Closing Date or the earlier termination of the Agreement subject to Article 10 thereof, each Party shall inform the other Party of each event below in written within one (1) Business Day after occurrence of any such event:`


(i)       Any event, condition, fact or situation which occurs or exists on or before the signing date of the Agreement may cause or constitute the material inaccurate statement or guarantee given by the Party before the signing date of the Agreement;


(ii)       Any event, condition, fact or situation which occurs during the period from the effective date of the Agreement to the Closing Date may cause or constitute the Material Adverse Change;


(iii)       A serious violation of any commitment under the Agreement occurs;


(iv)       Any event, condition, fact or situation may cause the failed satisfaction or failed prompt satisfaction of conditions under Article 7; and


(v)        (A) Any notice or others sent by any person claim that the Proposed Transaction needs or may need the consent of such Person; and (B) any major claim is to be proposed, proposed or alleged against such Party, any Affiliates thereof or Proposed Transaction or relevant threat.


(b)       Any notice sent under Article 6.6 shall not limit or otherwise influence any representations, warranties covenants or obligations of each Party under the Agreement.


6.7       Confidentiality and publicity


Any information or document provided by one Party of the Agreement for the other Party (including but not limited to the Agreement or any information or document prepared by one Party based on any such information or document during the Proposed Transaction process (excluding the public information and documents in each case) shall be deemed as confidential and proprietary information and shall not be disclosed to an third Party except as set forth in Article 6.7. Notwithstanding the foregoing provisions, the content of Article 6.7 shall not (A) forbid each Party from disclosing the information received from the other Party as stipulated in Article 6.7 after obtaining the consent of the other Party; (B) forbid both Parties cooperating and coordinating for compliance with requirements of any law including Securities Act, Exchange Act, applicable rules and regulations of SEC; (C) forbid each Party from disclosing the Agreement, Proposed Transaction; or (D) any other necessary act for the Proposed Transaction in the view of both Parties. Both Parties shall negotiate before releasing any press or making an open statement in any other way related to the Agreement, Proposed Transaction. Unless required by laws or specified otherwise by NASDAQ, both Parties shall not release such press or make such open statement before negotiation, under which, both Parties shall try to negotiate with any other Party through reasonable commercial efforts before such acts above.